Flash FinanceUS
Market closed S&P 5007,549.94+2.35% Nasdaq25,253.14+2.74% Dow 3052,389.75+2.15% Russell 20002,840.81+3.15% Nasdaq-10027,907.62+3.40% MidCap 4003,715.23+3.13% SmallCap 6001,722.37+2.89% VIX19.92-22.31% 10Y Yield4.86+0.10% Close of Nov 09, 2026
AI brief of an SEC Form 8-K · HeartCore Enterprises, Inc. (HTCR)

HeartCore Sells 51% Sigmaways Stake and $2.19M Debt to Semaphore for Up to $650,000

Mixed Impact 3 of 5 m&a Written later

HeartCore Enterprises agreed on June 22, 2026 to sell its entire 51% stake in Sigmaways, Inc. and $2.19 million in Sigmaways promissory notes to Semaphore Technologies, with the closing on the same day. The up-to-$650,000 price consists of a $1,000 cash payment at closing and an earn-out of up to $649,000 tied to Sigmaways' future gross revenue, and HeartCore also gave up a $350,000 SAFE note as part of a mutual release. The company says the sale removes a loss-making subsidiary with a shareholders' deficit of about $3.6 million (unaudited) as of March 31, 2026 from its consolidated results.

Key points

  • Sold 229,500 shares (51% ownership) of Sigmaways and $2.19 million in promissory notes to Semaphore Technologies; closed June 22, 2026.
  • Purchase price up to $650,000: $1,000 cash at closing plus an earn-out of up to $649,000.
  • Earn-out equals 10% of Sigmaways gross revenue above $5,500,000 over the 12 months after closing, payable within 10 days after that period.
  • Sigmaways had a shareholders' deficit of about $3.6 million (unaudited) as of March 31, 2026; HeartCore contributed a $350,000 SAFE note from Heart-Tech Health, Inc. in a mutual release.

The filing

CompanyHeartCore Enterprises, Inc. (HTCR)
Form8-K, current report
Filed with the SECJun 25, 2026, 8:30 AM ET
Accession number0001493152-26-030037

Items reported: 1.01 Material Definitive Agreement2.01 Acquisition or Disposition Completed7.01 Regulation FD Disclosure

Read the filing on SEC.gov ↗

Written by AI on Nov 9, 2026, 11:44 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on June 25, 2026.

Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.